Business Context and Reporting Period
Company: Science Applications International Corporation (SAIC)
Filing Type: Form 8-K (Current Report)
Date of Report: September 22, 2025
Principal Executive Offices: Reston, VA
The filing discloses the commencement of a private offering of senior notes and a proposed amendment to the company's existing credit agreement.
Key Financial Metrics and Capital Structure
This filing focuses on capital raising activities rather than operational performance metrics. No revenue, profit, cash flow, or margin data is provided in this document.
- Senior Notes Offering: $500.0 million aggregate principal amount of Senior Notes due 2033.
- Proposed Term Loan Refinancing: Up to $1.1 billion new senior secured term loan "A" facility maturing in 2030 (to replace existing facility due June 2027).
- Proposed Revolving Credit Facility: $1.0 billion new senior secured revolving credit facility maturing in 2030.
- Interest Rate Structure: New facilities expected to bear interest at Term SOFR plus an applicable margin.
Material Changes and Transactions
The primary material change is the initiation of a significant debt refinancing and issuance program:
- Debt Issuance: Commencement of a private offering for $500 million in 2033 Senior Notes.
- Credit Agreement Amendment: Seeking to amend the Third Amended and Restated Credit Agreement (dated October 31, 2018) to refinance existing Term Loan A and Revolving Credit Facilities.
- Use of Proceeds: Net proceeds from the new Term A Loans are intended to repay the existing Term Loan A Facility, pay associated fees and expenses, and fund remaining cash to the balance sheet.
- Independence of Transactions: The closing of the Notes offering is not conditioned on the closing of the Credit Agreement Amendment, and vice versa.
Outlook, Risks, and Contingencies
Management Commentary and Outlook: The company expects to disseminate a preliminary offering memorandum to potential investors. The transactions are subject to market and other conditions.
Risks and Contingencies:
- Closing Uncertainty: There can be no assurance that the Credit Agreement Amendment or the Notes Offering will be completed as described or at all.
- Forward-Looking Statements: Statements regarding the ability to complete the offering and amendment involve risks and uncertainties; actual results may differ materially.
- Regulatory Status: The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption.
Investor Verification Checklist
- Verify the final terms, interest rate margins, and closing date of the $500 million Senior Notes due 2033.
- Confirm whether the Credit Agreement Amendment and the new $1.1 billion Term Loan and $1.0 billion Revolving Facility are successfully executed.
- Review the final use of proceeds to ensure alignment with the stated intent to refinance existing debt and fund the balance sheet.
- Check for any subsequent filings regarding the failure of either transaction to close.